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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
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Quarterly report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 |
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For the quarterly period ended March 31, 2005 |
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OR |
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Transition report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 |
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Commission File Number: 0-25871
INFORMATICA CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
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77-0333710 |
(State or other jurisdiction of
incorporation or organization) |
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(I.R.S. Employer
Identification No.) |
100 Cardinal Way
Redwood City, California 94063
(Address of principal executive offices)
(650) 385-5000
(Registrants telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of
the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days:
Yes X No
Indicate by check mark whether the registrant is an accelerated
filer (as defined in Rule 12b-2 of the Exchange Act):
Yes X No
As of April 29, 2005, there were approximately
86,846,000 shares of the registrants common stock
outstanding.
INFORMATICA CORPORATION
Table of Contents
1
PART I: FINANCIAL
INFORMATION
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| ITEM 1. |
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS |
INFORMATICA CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
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March 31, | |
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December 31, | |
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2005 | |
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2004 | |
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(Unaudited) | |
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Assets
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Current assets:
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Cash and cash equivalents
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$ |
105,788 |
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$ |
88,941 |
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Short-term investments
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141,135 |
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152,160 |
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Accounts receivable, net
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26,526 |
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42,535 |
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Prepaid expenses and other current assets
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9,205 |
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7,837 |
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Total current assets
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282,654 |
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291,473 |
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Restricted cash
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12,166 |
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12,166 |
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Property and equipment, net
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23,655 |
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20,063 |
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Goodwill
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82,105 |
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82,245 |
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Intangible assets, net
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5,085 |
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2,880 |
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Other assets
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946 |
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941 |
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Total assets
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$ |
406,611 |
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$ |
409,768 |
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Liabilities and Stockholders Equity
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Current liabilities:
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Accounts payable
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$ |
5,189 |
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$ |
7,476 |
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Accrued liabilities
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14,170 |
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15,581 |
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Accrued compensation and related expenses
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10,624 |
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15,681 |
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Income taxes payable
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4,754 |
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3,142 |
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Accrued facilities restructuring charges
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19,252 |
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20,080 |
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Accrued merger costs
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306 |
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209 |
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Deferred revenues
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65,733 |
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62,443 |
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Total current liabilities
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120,028 |
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124,612 |
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Accrued facilities restructuring charges, less current portion
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86,319 |
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89,171 |
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Accrued merger costs, less current portion
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147 |
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263 |
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Total liabilities
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206,494 |
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214,046 |
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Commitments and contingencies
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Stockholders equity:
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Common stock
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390,741 |
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390,035 |
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Deferred stock-based compensation
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(728 |
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(1,000 |
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Accumulated deficit
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(190,779 |
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(195,088 |
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Accumulated other comprehensive income
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883 |
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1,775 |
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Total stockholders equity
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200,117 |
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195,722 |
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Total liabilities and stockholders equity
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$ |
406,611 |
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$ |
409,768 |
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See accompanying notes to condensed consolidated financial
statements.
2
INFORMATICA CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(Unaudited)
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Three Months Ended | |
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March 31, | |
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2005 | |
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2004 | |
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Revenues:
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License
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$ |
24,956 |
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$ |
24,918 |
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Service
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33,435 |
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29,255 |
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Total revenues
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58,391 |
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54,173 |
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Cost of revenues:
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License
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710 |
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1,101 |
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Service
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10,481 |
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10,083 |
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Amortization of acquired technology
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236 |
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574 |
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Total cost of revenues
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11,427 |
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11,758 |
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Gross profit
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46,964 |
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42,415 |
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Operating expenses:
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Research and development
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10,247 |
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13,302 |
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Sales and marketing
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25,358 |
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22,552 |
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General and administrative
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5,106 |
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4,957 |
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Amortization of intangible assets
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47 |
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55 |
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Facilities restructuring charges
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1,558 |
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Total operating expenses
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42,316 |
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40,866 |
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Income from operations
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4,648 |
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1,549 |
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Interest income and other, net
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1,033 |
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689 |
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Income before provision for income taxes
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5,681 |
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2,238 |
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Provision for income taxes
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1,372 |
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347 |
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Net income
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$ |
4,309 |
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$ |
1,891 |
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Basic and diluted net income per common share
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$ |
0.05 |
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$ |
0.02 |
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Shares used in computing basic net income per common share
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86,886 |
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84,811 |
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Shares used in computing diluted net income per common share
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89,284 |
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89,752 |
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See accompanying notes to condensed consolidated financial
statements.
3
INFORMATICA CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
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Three Months Ended | |
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March 31, | |
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2005 | |
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2004 | |
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Operating activities
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Net income
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$ |
4,309 |
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$ |
1,891 |
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Adjustments to reconcile net income to net cash provided by
operating activities:
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Depreciation and amortization
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2,221 |
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2,731 |
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Provision for doubtful accounts and sales and returns allowances
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(29 |
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(207 |
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Amortization and compensation expense related to stock options
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238 |
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1,008 |
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Amortization of intangible assets and acquired technology
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283 |
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629 |
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Non-cash facilities restructuring charges
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1,558 |
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Loss on sale of property and equipment
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2 |
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Changes in operating assets and liabilities:
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Accounts receivable
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16,038 |
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8,349 |
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Prepaid expenses and other assets
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(3,873 |
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(4,011 |
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Accounts payable and accrued liabilities
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(3,698 |
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(3,642 |
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Accrued compensation and related expenses
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(5,057 |
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(4,431 |
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Income taxes payable
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1,544 |
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(472 |
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Accrued facilities restructuring charges
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(5,199 |
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(1,089 |
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Accrued merger charges
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(19 |
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(93 |
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Deferred revenues
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3,290 |
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3,418 |
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Net cash provided by operating activities
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11,606 |
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4,083 |
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Investing activities
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Purchases of property and equipment
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(5,916 |
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(846 |
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Purchases of investments
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(31,489 |
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(51,390 |
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Maturities and sales of investments
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42,250 |
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41,667 |
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Net cash provided by (used in) investing activities
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4,845 |
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(10,569 |
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Financing activities
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Net proceeds from issuance of common stock
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6,218 |
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5,131 |
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Repurchases and retirements of common stock
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(5,270 |
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Net cash provided by financing activities
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948 |
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5,131 |
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Effect of foreign exchange rate changes on cash and cash
equivalents
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(552 |
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(195 |
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Net increase (decrease) in cash and cash equivalents
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16,847 |
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(1,550 |
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Cash and cash equivalents at beginning of period
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88,941 |
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82,903 |
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Cash and cash equivalents at end of period
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$ |
105,788 |
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$ |
81,353 |
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Supplemental disclosures:
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Income taxes paid
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$ |
46 |
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$ |
836 |
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Supplemental disclosures of non-cash investing and financing
activities:
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Unrealized gain (loss) on short-term investments
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$ |
(264 |
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$ |
45 |
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See accompanying notes to condensed consolidated financial
statements.
4
INFORMATICA CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
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| Note 1. |
Summary of Significant Accounting Policies |
The accompanying condensed consolidated financial statements of
Informatica Corporation (the Company) have been
prepared in conformity with accounting principles generally
accepted in the United States. However, certain information and
footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting
principles have been condensed, or omitted, pursuant to the
rules and regulations of the Securities and Exchange Commission
(SEC). In the opinion of management, the financial
statements include all adjustments necessary (which are of a
normal recurring nature. See Note 4. Restructuring Charges
for the adjustments other than normal recurring adjustments) for
the fair presentation of the results of the interim periods
presented. All of the amounts included in this report related to
the condensed consolidated financial statements and notes
thereto as of and for the three months ended March 31, 2005
and 2004 are unaudited. The interim results presented are not
necessarily indicative of results for any subsequent interim
period, the year ended December 31, 2005 or any future
period.
Approximately $0.6 million in amortization of stock-based
compensation has been reclassified for the quarterly period
ended March 31, 2004 as a separate line item in the
statements of operations to cost of service revenue, research
and development, sales and marketing and general and
administrative expense.
These unaudited condensed consolidated financial statements
should be read in conjunction with the Companys audited
consolidated financial statements and notes thereto for the year
ended December 31, 2004 included in the Companys
Annual Report on Form 10-K filed with the SEC. The
condensed consolidated balance sheet as of December 31,
2004 has been derived from the audited consolidated financial
statements of the Company.
The Company follows detailed revenue recognition guidelines,
which are discussed below. The Company recognizes revenue in
accordance with accounting principles generally accepted in the
United States of America that have been prescribed for the
software industry. The accounting rules related to revenue
recognition are complex and are affected by interpretations of
the rules and an understanding of industry practices, both of
which are subject to change. Consequently, the revenue
recognition accounting rules require management to make
significant judgments, such as determining if collectibility is
probable and if a customer is credit-worthy.
The Company recognizes revenue in accordance with American
Institute of Certified Public Accountants (AICPA)
Statement of Position (SOP) 97-2, Software
Revenue Recognition, as amended and modified by
SOP 98-9, Modification of SOP 97-2, Software
Revenue Recognition, With Respect to Certain Transactions.
The Company recognizes license revenues when a noncancelable
license agreement has been signed, the product has been shipped
or the Company has provided the customer with the access codes
that allow for immediate possession of the software
(collectively delivered), the fees are fixed or
determinable, collectibility is probable and vendor-specific
objective evidence (VSOE) of fair value exists to
allocate the fee to the undelivered elements of the arrangement.
VSOE is based on the price charged when an element is sold
separately. In the case of an element not yet sold separately,
the price, which does not change before the element is made
generally available, is established by authorized management. If
an acceptance period is required, the Company recognizes revenue
upon customer acceptance or the expiration of the acceptance
period after all other revenue recognition criteria under
SOP 97-2 have been met. The Companys standard
agreements do not contain product return rights.
Credit-worthiness and collectibility are first assessed on a
country level basis. Then, for those customers, including direct
end users and the Companys indirect channel partners
(resellers, distributors and original equipment manufacturers
(OEMs)) in countries deemed to have sufficient timely payment
history, customers are assessed based on their payment history
and credit profile.
5
INFORMATICA CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
The country level assessment of credit-worthiness and
collectibility has generally been performed annually with any
changes in assessment effective on January 1st of the
next fiscal year. The Company recently performed a country level
assessment of credit-worthiness and determined 10 additional
countries to be credit-worthy based on geopolitical and economic
stability. These countries include France, where the Company has
a direct sales channel, and Japan, where the Company has both
direct and indirect sales channels, as well as Spain, Italy,
Norway, Sweden, Denmark, Finland, Australia and New Zealand,
where the sales channel consists of distributors. In each of the
nine countries excluding France, the Company assessed the
credit-worthiness and collectibility of its existing
distributors and will continue to recognize revenue through
these distributors upon cash receipt. However, effective
January 1, 2005, in France, where the country level
criteria have been met and individual customers are deemed
credit-worthy, the Company has begun recognizing revenue upon
shipment, rather than on cash receipt, after all other revenue
recognition criteria under SOP 97-2 have been met,
including, for resellers and distributors, evidence of
sell-through to an identified end user. In the other nine
countries where the individual distributors have not met the
credit-worthiness and collectibility requirements, the Company
will continue to reassess their status quarterly.
The Companys reseller and distributor arrangements
typically provide for sublicense or end user license fees based
on a percentage of list prices. Revenue arrangements with
resellers and distributors require evidence of sell-through,
that is, persuasive evidence that the products have been sold to
an identified end user. For products sold indirectly through the
Companys resellers and distributors, the Company
recognizes revenue upon shipment and receipt of evidence of
sell-through if the reseller or distributor has been deemed
credit-worthy.
The Company also enters into OEM arrangements that provide for
license fees based on inclusion of the Companys products
in the OEMs products. These arrangements provide for
fixed, irrevocable royalty payments. For credit-worthy OEMs,
royalty payments are recognized based on the activity in the
royalty report the Company receives from the OEM, or in the case
of OEMs with fixed royalty payments, revenue is recognized when
the related payment is due. When OEMs are not deemed
credit-worthy, revenue is recognized upon cash receipt. In both
cases, revenue is recognized after all other revenue recognition
criteria under SOP 97-2 have been met.
The assessment of credit-worthiness for resellers, distributors
and OEMs within countries that have been deemed to be
credit-worthy generally takes place quarterly, with any changes
effective at the beginning of the next fiscal quarter.
Credit-worthiness for these partners is assessed based on
established credit history consisting of sales of at least one
million dollars and with timely payment history, generally for
the last 12 months. In the third quarter of 2004, the
Companys assessment of three resellers and OEMs determined
that these customers were credit-worthy and effective October
2004, the Company began recognizing revenue from these customers
upon shipment, after all other revenue recognition criteria
under SOP 97-2 have been met.
For transactions to all customers, including direct end users,
resellers, distributors and OEMs, where the customer is deemed
credit-worthy, but where the stated payment terms of the
transaction are greater than 45 days from the invoice date,
the Company recognizes revenue when the payments become due. In
assessing this policy in light of the Companys continuing
international expansion where stated payment terms can be
slightly longer, the Company determined, effective
January 1, 2005, that extending the threshold to
60 days on a world-wide basis is more reflective of the
Companys standard payment terms with its customers.
Therefore, effective January 1, 2005, the Company began to
recognize revenue upon shipment for transactions with
credit-worthy customers in credit-worthy countries with stated
payment terms up to and including 60 days, after all other
revenue recognition criteria under SOP 97-2 have been met.
The Company has analyzed the impact of this change as though it
had been implemented during 2004 and determined that this change
would not have been material to its quarterly or annual revenue
or results of operations in 2004. Those transactions with stated
terms of more than 60 days will continue to be recognized
when payments become due.
6
INFORMATICA CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
When a customer, including direct end users, resellers,
distributors and OEMs, is not deemed credit-worthy, revenue is
recognized when cash is received, after all other revenue
recognition criteria under SOP 97-2 have been met.
The Company ceased selling data warehouse modules in July 2003.
For the Companys analytic application suites, which the
Company also ceased selling directly in July 2003, the Company
recognized both the license and maintenance revenue ratably over
the initial maintenance period, generally one year, since it did
not have VSOE of maintenance for its analytic application suites.
The Company recognizes maintenance revenues, which consist of
fees for ongoing support and product updates, ratably over the
term of the contract, typically one year. Consulting revenues
are primarily related to implementation services and product
enhancements performed on a time-and-materials basis or, on a
very infrequent basis, a fixed fee arrangement under separate
service arrangements related to the installation and
implementation of its software products. Education services
revenues are generated from classes offered at the
Companys headquarters, sales offices and customer
locations. Revenues from consulting and education services are
recognized as the services are performed. When a contract
includes both license and service elements, the license fee is
recognized on delivery of the software or cash collections,
provided services do not include significant customization or
modification of the base product, and are not otherwise
essential to the functionality of the software, and the payment
terms for licenses are not dependent on additional acceptance
criteria.
Deferred revenues include deferred license, maintenance,
consulting and education services revenue. The Companys
practice is to net unpaid deferred items against the related
receivables balances from those OEMs, specific resellers,
distributors and specific international customers for which the
Company defers revenue until payment is received.
|
|
|
Net Income Per Common Share |
Under the provisions of SFAS No. 128,
Earnings per Share, basic net income per
share is computed using the weighted-average number of common
shares outstanding during the period. Diluted net income per
share reflects the potential dilution of securities by adding
other common stock equivalents, primarily stock options, to the
weighted-average number of common shares outstanding during the
period, if dilutive. Potentially dilutive securities have been
excluded from the computation of diluted net income per share if
their inclusion is antidilutive.
The calculation of basic and diluted net income per common share
is as follows (in thousands, except per share amounts):
| |
|
|
|
|
|
|
|
|
| |
|
Three Months Ended | |
| |
|
March 31, | |
| |
|
| |
| |
|
2005 | |
|
2004 | |
| |
|
| |
|
| |
|
Net income
|
|
$ |
4,309 |
|
|
$ |
1,891 |
|
|
Weighted average shares outstanding
|
|
|
86,926 |
|
|
|
85,146 |
|
|
Weighted average unvested shares of common stock subject to
repurchase
|
|
|
(40 |
) |
|
|
(335 |
) |
| |
|
|
|
|
|
|
|
Shares used in computing basic net income per common share
|
|
|
86,886 |
|
|
|
84,811 |
|
| |
|
|
|
|
|
|
|
Effect of dilutive securities
|
|
|
2,398 |
|
|
|
4,941 |
|
| |
|
|
|
|
|
|
|
Shares used in computing dilutive net income per common share
|
|
|
89,284 |
|
|
|
89,752 |
|
| |
|
|
|
|
|
|
|
Basic and diluted net loss per common share
|
|
$ |
0.05 |
|
|
$ |
0.02 |
|
| |
|
|
|
|
|
|
7
INFORMATICA CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
The Company accounts for stock issued to employees using the
intrinsic value method in accordance with Accounting Principles
Board Opinion (APB) No. 25, Accounting for
Stock Issued to Employees, and complies with the disclosure
provisions of Statement of Financial Accounting Standard
(SFAS) No. 123, Accounting for
Stock-Based Compensation and SFAS No. 148,
Accounting for Stock-Based Compensation
Transition and Disclosure. Under APB No. 25,
compensation expense of fixed stock options is based on the
difference, if any, on the date of the grant between the fair
value of the Companys stock and the exercise price of the
option. The Company amortizes its stock-based compensation under
APB 25 using a straight-line basis over the remaining
vesting term of the related options. The Company accounts for
stock issued to non-employees in accordance with the provisions
of SFAS No. 123 and Emerging Issues Task Force
(EITF) No. 96-18, Accounting for Equity
Instruments That are Issued to Other Than Employees for
Acquiring, or in Conjunction with Selling, Goods or Services.
Pro forma information regarding net income and net income per
share is required by SFAS No. 148 as if the Company
had accounted for its employee stock options and shares issued
under the Employee Stock Purchase Plan (ESPP) under
the fair value method of SFAS No. 123. The fair value
of the Companys stock-based awards to employees was
estimated using the multiple option approach of the
Black-Scholes option-pricing model. The related expense is
amortized using an accelerated method over the vesting terms of
the option as required by Financial Accounting Standards Board
Interpretation (FIN) No. 28, Accounting for
Stock Appreciation Rights and Other Variable Stock Option or
Awards Plans (an interpretation of APB Opinions No. 15 and
25).
The fair value of the Companys stock-based awards was
estimated assuming no expected dividends with the following
weighted-average assumptions:
| |
|
|
|
|
|
| |
|
Three Months Ended |
| |
|
March 31, |
| |
|
|
| |
|
2005 |
|
2004 |
| |
|
|
|
|
|
Option Grants:
|
|
|
|
|
| |
Expected life of options (years)
|
|
3.1 year |
|
3.0 year |
| |
Risk-free interest rate
|
|
3.9% |
|
2.0% |
| |
Volatility
|
|
65% |
|
92% |
|
ESPP:
|
|
|
|
|
| |
Expected life of ESPP (years)
|
|
1.25 year |
|
1.25 year |
| |
Risk-free interest rate ESPP
|
|
3.1% |
|
1.4% |
| |
Volatility ESPP
|
|
45% |
|
64% |
The Black-Scholes option valuation model was developed for use
in estimating the fair value of traded options that have no
vesting restrictions and are fully transferable. The
Black-Scholes model requires the input of highly subjective
assumptions. Because the Companys stock-based awards have
characteristics significantly different from those in traded
options, and because changes in the subjective input assumptions
can materially affect the fair value estimate, in
managements opinion, the existing models do not
necessarily provide a reliable single measure of the fair value
of its stock-based awards. During the first quarter of 2005, the
Company modified its approach and updated certain assumptions
with respect to determining the estimated fair value of shares
granted under its employee stock purchase plan, and made other
corrections to its 2004 pro forma charges. The previous amount
for the first quarter of 2004 has been revised to reflect these
corrections. The pro forma stock-based compensation expense
reported under the fair value method was previously reported as
$3.4 million for the three months ended March 31, 2004.
Had compensation cost for the Companys stock-based
compensation plans been determined using the fair value at the
grant dates for awards under those plans calculated using the
Black-Scholes method of
8
INFORMATICA CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
SFAS No. 123, the Companys net income (loss) and
basic and diluted net income (loss) per share would have been
changed to the pro forma amounts indicated below (in thousands,
except per share amounts):
| |
|
|
|
|
|
|
|
|
|
| |
|
Three Months Ended | |
| |
|
March 31, | |
| |
|
| |
| |
|
2005 | |
|
2004 | |
| |
|
| |
|
| |
| |
Net income, as reported
|
|
$ |
4,309 |
|
|
$ |
1,891 |
|
| |
Stock-based compensation expense included in net income as
reported, net of related tax effects
|
|
|
238 |
|
|
|
638 |
|
| |
Stock-based compensation expense determined under fair value
method, net of related tax effects
|
|
|
(4,702 |
) |
|
|
(3,776 |
) |
| |
|
|
|
|
|
|
| |
Net loss, pro forma
|
|
$ |
(155 |
) |
|
$ |
(1,247 |
) |
| |
|
|
|
|
|
|
|
Basic and diluted net income (loss) per common share:
|
|
|
|
|
|
|
|
|
| |
As reported
|
|
$ |
0.05 |
|
|
$ |
0.02 |
|
| |
Pro forma
|
|
$ |
0.00 |
|
|
$ |
(0.01 |
) |
These pro forma amounts may not be representative of the effects
on reported income (loss) for future years as options vest over
several years and additional awards are generally made each year.
|
|
| Note 2. |
Comprehensive Income (Loss) |